Common use of Offer Unacceptable Clause in Contracts

Offer Unacceptable. If the Non-Initiating Partner does not desire for the Property Partnerships to accept the Offer or offer the Projects for sale on terms specified in the Offer (or, in the case of terms of sale proposed by the Initiating Partner, for the sale price subsequently determined pursuant to the appraisal requested by the Non-initiating Partner), as the case may be, the Initiating Partner may elect to sell to the Non-Initiating Partner, in which case the Non-Initiating Partner must purchase, the Initiating Partner's Partnership Interest for an amount equal to the amount that would be distributable to the Initiating Partner if the Property Partnerships had sold the Projects pursuant to the terms of such Offer, immediately paid all of their liabilities and Imputed Closing Costs and distributed the net sales proceeds to the Partnership, and the Partnership immediately distributed such proceeds to the Partners (without any recourse) pursuant to Section 8.2. The Initiating Partner must exercise this option, if at all, by delivering written notice thereof to the Non-Initiating Partner within 30 days after the end of the Response Period (or, if the Non-Initiating Partner has requested an appraisal of the Projects, within thirty (30) days after the completion of the appraisal). The Non-Initiating Partner shall pay the Initiating Partner cash for its Partnership Interest. Closing shall take place on or before as specified in the Sale Notice, but if the Non-Initiating Partner is purchasing the Initiating Partner's Partnership Interest, the Non-Initiating Partner shall have until 150 days after the Sale Notice in which to close. If the Initiating Partner or the Non-Initiating Partner defaults at closing, the non-defaulting party shall have the right to bring suit for damages, for specific performance, or exercise any other remedy available at law or in equity. Upon payment at closing, the Initiating Partner shall execute and deliver all documents reasonably required to transfer the interest being sold. If the Non-Initiating Partner fails to deliver such notice within said time period (or fails to deliver any written notice to the Initiating Partner), the Non-Initiating Partner shall be deemed to have consented to the sale of the Projects on the terms of the Offer.

Offer Unacceptable. If the Non-Initiating Partner Member does not desire wish for the Property Partnerships Company, or the Ownership Entity, to make or accept the Offer or offer the Projects for sale on terms specified in the Offer (or, in the case of terms of sale proposed by the Initiating Partner, for the sale price subsequently determined pursuant to the appraisal requested by the Non-initiating Partner), as the case may beOffer, the Initiating Partner Member may elect to sell its Interest to the Non-Initiating PartnerMember, in which case the Non-Initiating Partner Member must purchase, purchase the Initiating Partner's Partnership Member’s Interest for an amount equal to the amount that would be distributable to the Initiating Partner Member if the Property Partnerships Company had sold accepted the Projects Offer, closed the sale pursuant to such Offer and wound up its affairs pursuant to Section 13. For purposes of the terms of such Offerforegoing calculations, immediately paid all of their liabilities and the purchase price for a sale shall be reduced by Imputed Closing Costs and distributed the net sales proceeds to the Partnership, and the Partnership immediately distributed such proceeds to the Partners (without any recourse) pursuant to Section 8.2therefor. The Initiating Partner Member must exercise this option, if at all, by delivering written notice thereof to the Non-Initiating Partner Member within 30 twenty (20) days after the end of the Response Period (or, if the Non-Initiating Partner has requested an appraisal of the Projects, within thirty (30) days after the completion of the appraisal)Period. The Non-Initiating Partner Member shall pay the Company cash for each Ownership Entity or the Initiating Partner Member cash for its Partnership Interest, as the case may be. Closing shall take place on or before as the date specified in the Sale Notice, but if the Non-Initiating Partner Member is purchasing the Initiating Partner's Partnership InterestMember’s Interest or one or more Ownership Entities, the Non-Initiating Partner Member shall have until 150 120 days after the Sale Notice in which to close. If the Initiating Partner Member or the Non-Initiating Partner Member defaults at closing, the non-defaulting party shall have the right to bring suit for damages, for specific performance, or exercise any other remedy available at law or in equity. Upon payment at closing, the Initiating Partner Member shall execute and deliver all documents reasonably required to transfer the interest being sold. If As a precondition to the closing, (A) the Non-Initiating Partner fails Member shall work in good faith with the Initiating Member to deliver such notice within said time period remove completely the Initiating Member and any Affiliate of the Initiating Member that is a party to any Non-Recourse Carveout Guaranty (or fails to deliver any written notice an “Initiating Member Carveout Guarantor”) from that Non-Recourse Carveout Guaranty contemporaneously with the closing, including by means of substituting a replacement for the Initiating Member Carveout Guarantor and (B) to the extent that the Non-Initiating Partner)Member and Initiating Member are not able to remove the Initiating Member Carveout Guarantor completely from the Non-Recourse Carveout Guaranty contemporaneously with the closing, the Non-Initiating Partner Member or an Affiliate of the Non-Initiating Member (in either case whose financial strength and creditworthiness shall be deemed to have consented reasonably acceptable to the sale Initiating Member Carveout Guarantor) shall provide an indemnity to the Initiating Member Carveout Guarantor commensurate with the Initiating Member Carveout Guarantor’s remaining exposure under the Non-Recourse Carveout Guaranty for liabilities and losses that are the result of the Projects on the terms acts or omissions of the OfferNon-Initiating Member or any Affiliates of the Non-Initiating Member; provided, however, that in any event, the Initiating Member Carveout Guarantor shall remain liable for any liabilities or losses arising under the Non-Recourse Carveout Guaranty for acts or omissions prior to the closing other than those liabilities or losses caused by the acts or omissions of the non-Initiating Member or its Affiliates (“Prior Acts”), and if the Initiating Member Carveout Guarantor is removed from the Non-Recourse Carveout Guaranty with respect to Prior Acts, then the Initiating Member Carveout Guarantor shall execute a backstop indemnity agreement acceptable to the Non-Initiating Member and any Affiliate of the Non-Initiating Member that is a party to the Non-Recourse Carveout Guaranty (the “Non-Initiating Indemnitees”) indemnifying each of the Non-Initiating Indemnitees from liabilities and losses arising from Prior Acts.

Offer Unacceptable. If the Non-Initiating Partner Member does not desire wish for the Property Partnerships Company, or the Ownership Entity, to make or accept the Offer or offer the Projects for sale on terms specified in the Offer (or, in the case of terms of sale proposed by the Initiating Partner, for the sale price subsequently determined pursuant to the appraisal requested by the Non-initiating Partner), as the case may beOffer, the Initiating Partner Member may elect to sell its Interest to the Non-Initiating PartnerMember, in which case the Non-Initiating Partner Member must purchase, purchase the Initiating Partner's Partnership Member’s Interest for an amount equal to the amount that would be distributable to the Initiating Partner Member if the Property Partnerships Company had sold accepted the Projects Offer, closed the sale pursuant to such Offer and wound up its affairs pursuant to Section 13. For purposes of the terms of such Offerforegoing calculations, immediately paid all of their liabilities and the purchase price for a sale shall be reduced by Imputed Closing Costs and distributed the net sales proceeds to the Partnership, and the Partnership immediately distributed such proceeds to the Partners (without any recourse) pursuant to Section 8.2therefor. The Initiating Partner Member must exercise this option, if at all, by delivering written notice thereof to the Non-Initiating Partner Member within 30 twenty (20) days after the end of the Response Period (or, if the Non-Initiating Partner has requested an appraisal of the Projects, within thirty (30) days after the completion of the appraisal)Period. The Non-Initiating Partner Member shall pay the Company cash for each Ownership Entity or the Initiating Partner Member cash for its Partnership Interest, as the case may be. Closing shall take place on or before as the date specified in the Sale Notice, but if the Non-Initiating Partner Member is purchasing the Initiating Partner's Partnership InterestMember’s Interest or one or more Ownership Entities, the Non-Initiating Partner Member shall have until 150 120 days after the Sale Notice in which to close. If the Initiating Partner Member or the Non-Initiating Partner Member defaults at closing, the non-defaulting party shall have the right to bring suit for damages, for specific performance, or exercise any other remedy available at law or in equity. Upon payment at closing, the Initiating Partner Member shall execute and deliver all documents reasonably required to transfer the interest being sold. If As a precondition to the closing, (A) the Non-Initiating Partner fails Member shall work in good faith with the Initiating Member to deliver such notice within said time period remove completely the Initiating Member and any Affiliate of the Initiating Member that is a party to any Non-Recourse Carveout Guaranty (or fails to deliver any written notice an “Initiating Member Carveout Guarantor”) from that Non-Recourse Carveout Guaranty contemporaneously with the closing, including by means of substituting a replacement for the Initiating Member Carveout Guarantor, and (B), to the extent that the Non-Initiating Partner)Member and Initiating Member are not able to remove the Initiating Member Carveout Guarantor completely from the Non-Recourse Carveout Guaranty contemporaneously with the closing, the Non-Initiating Partner Member or an Affiliate of the Non-Initiating Member shall be deemed to have consented provide an indemnity to the sale Initiating Member Carveout Guarantor commensurate with the Initiating Member Carveout Guarantor’s remaining exposure under the Non-Recourse Carveout Guaranty for liabilities and losses that are the result of the Projects on the terms acts or omissions of the OfferNon-Initiating Member or any Affiliates of the Non-Initiating Member; provided, however, that in any event, the Initiating Member Carveout Guarantor shall remain liable for any liabilities or losses arising under the Non-Recourse Carveout Guaranty for acts or omissions prior to the closing other than those liabilities or losses caused by the acts or omissions of the non-Initiating Member or its Affiliates (“Prior Acts”), and if the Initiating Member Carveout Guarantor is removed from the Non-Recourse Carveout Guaranty with respect to Prior Acts, then the Initiating Member Carveout Guarantor shall execute a backstop indemnity agreement acceptable to the Non-Initiating Member and any Affiliate of the Non-Initiating Member that is a party to the Non-Recourse Carveout Guaranty (the “Non-Initiating Indemnitees”) indemnifying each of the Non-Initiating Indemnitees from liabilities and losses arising from Prior Acts.

Offer Unacceptable. If the Non-Initiating Partner does not desire for the Property Partnerships Partnership to accept the Offer or offer the Projects Project for sale on terms specified in the Offer (or, in the case of terms of sale proposed by the Initiating Partner, for the sale price subsequently determined pursuant to the appraisal requested by the Non-initiating Partner), as the case may be, the Initiating Partner may elect to sell to the Non-Initiating Partner, in which case the Non-Initiating Partner must purchase, the Initiating Partner's Partnership Interest for an amount equal to the amount that would be distributable to the Initiating Partner if the Property Partnerships Partnership had sold the Projects Project pursuant to the terms of such Offer, immediately paid all of their Partnership and Partnership liabilities and Imputed Closing Costs and distributed the net sales proceeds to the Partnership, and the Partnership immediately distributed such proceeds to the Partners (without any recourse) pursuant to Section 8.2. The Initiating Partner must exercise this option, if at all, by delivering written notice thereof to the Non-Initiating Partner within 30 days after the end of the Response Period (or, if the Non-Initiating Partner has requested an appraisal of the ProjectsProject, within thirty (30) days after the completion of the appraisal). The Non-Initiating Partner shall pay the Initiating Partner cash for its Partnership Interest. Closing shall take place on or before as specified in the Sale Notice, but if the Non-Initiating Partner is purchasing the Initiating Partner's Partners' Partnership Interest, the Non-Initiating Partner shall have until 150 days after the Sale Notice in which to close. If the Initiating Partner or the Non-Initiating Partner defaults at closing, the non-defaulting party shall have the right to bring suit for damages, for specific performance, or exercise any other remedy available at law or in equity. Upon payment at closing, the Initiating Partner shall execute and deliver all documents reasonably required to transfer the interest being sold. If the Non-Initiating Partner fails to deliver such notice within said time period (or fails to deliver any written notice to the Initiating Partner), the Non-Initiating Partner shall be deemed to have consented to the sale of the Projects Project on the terms of the Offer.